Common use of Conditions Precedent to Obligations of SC&C Clause in Contracts

Conditions Precedent to Obligations of SC&C. The obligation of SC&C and SunCoke to consummate the transactions contemplated by this Agreement on the Closing Date is subject to the satisfaction (or waiver by SC&C) at or prior to the Closing of the following conditions precedent: (a) the representations and warranties of SXCP contained in Article V of this Agreement shall have been true and correct when made, and shall be true and correct in all material respects on and as of the Closing Date as if made on and as of such date (other than representations and warranties that address matters only as of a certain date, which shall be true and correct as of such certain date), and SXCP shall have delivered to SC&C a certificate to such effect dated as of the Closing Date and executed on behalf of SXCP by a duly authorized officer of the General Partner; (b) the covenants and agreements of SXCP to be performed on or prior to the Closing shall have been duly performed in all material respects, and SC&C shall have received a certificate to such effect dated the Closing Date and executed on behalf of SXCP by a duly authorized officer of the General Partner; and (c) SC&C shall have received each of the deliveries of SXCP set forth in Sections 2.2 and 2.3 hereof, and such other documents or instruments as SC&C may reasonably request consistent with SXCP’s obligations under this Agreement.

Conditions Precedent to Obligations of SC&C. The obligation of SC&C and SunCoke to consummate the transactions contemplated by this Agreement on the Closing Date is subject to the satisfaction (or waiver by SC&C) at or prior to the Closing of the following conditions precedent: (a) (i) the representations and warranties of SXCP contained in Article V of this Agreement shall have been true and correct when made, and shall be true and correct in all material respects on as of the date of this Agreement and as of the Closing Date as if made on and as of such date (other than representations and warranties that address matters only as of a certain date, which shall be true and correct as of such certain date), and (ii) SXCP shall have delivered to SC&C a certificate to such effect dated as of the Closing Date and executed on behalf of SXCP by a duly authorized officer of the General Partner; (b) the covenants and agreements of SXCP to be performed on or prior to the Closing shall have been duly performed in all material respects, and SC&C shall have received a certificate to such effect dated the Closing Date and executed on behalf of SXCP by a duly authorized officer of the General Partner; and (c) SC&C shall have received each of the deliveries of SXCP set forth in Sections 2.2 and 2.3 Section 3.3 hereof, and such other documents or instruments as SC&C may reasonably request consistent with SXCP’s obligations under this Agreement.